Captec Franchise Capital Partners L P Iv 8-K Entry into a Material Definitive Agreement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 15, 2005
(Date of earliest event reported)

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-9371	38-3304096
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)
24 Frank Lloyd Wright Drive Lobby L, 4th Floor Ann Arbor, Michigan		48106
(Address of Principal Executive Offices)		(Zip Code)

(734) 994-5505
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

TABLE OF CONTENTS

Agreement of Sale

Item 1.01.      Entry into a Material Definitive Agreement.

     On February 15, 2005, Captec Franchise Capital Partners L.P. IV (the “Partnership”) and Gibraltar 1031 Restaurants, LLC (“Gibraltar”) executed an Agreement of Sale (the “Agreement”) pursuant to which the Partnership has agreed to sell to Gibraltar twelve of the Partnership’s properties and certain real property leases related to such properties for an aggregate purchase price of $20,975,000. Under the Agreement, the purchase price may be adjusted if, among other things, less than all the properties set forth in the Agreement are sold to Gibraltar due to the exercise by tenants of certain rights of first refusal contained in the property leases.

     The closing of the transactions contemplated by the Agreement is contingent upon the satisfaction of certain customary conditions set forth more fully in the Agreement, including satisfactory completion of due diligence review by Gibraltar. In addition, the closing is further contingent upon the contemporaneous closing of a separate agreement of sale between Gibraltar and Captec Franchise Capital Partners, L.P. III (“LP III”), an affiliate of the Partnership, governing the sale of ten properties owned by LP III. The parties to the Agreement anticipate that the closing will occur on or before June 15, 2005.

     There is no material relationship between the Partnership or its affiliates and Gibraltar, other than in respect of the Agreement.

Item 9.01.      Financial Statements and Exhibits.

(a)	No financial statements are required to be filed as part of this Form 8-K.
(b)	No pro forma financial information is required to be filed as part of this Form 8-K.
(c)	The following exhibit is filed as part of this Form 8-K:

    99   Agreement of Sale between Gibraltar 1031 Restaurants, LLC and Captec Franchise Capital Partners L.P. IV, dated February 15, 2005.

Forward-Looking Statements

     This Form 8-K contains forward-looking statements, which are any statements other than statements of historical fact. As utilized in this document, words such as “intends,” “anticipates,” “expects,” “will,” “could,” “estimate” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements, including statements concerning anticipated future revenues, by their nature involve substantial risks and uncertainties, many of which are beyond the Partnership’s control and the Partnership’s actual results may differ materially depending on a variety of important factors. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. The Partnership disclaims any obligation to update or revise these forward-looking statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events, except as may be required by law.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV

By:	GP4 Asset Acquisition, LLC General Partner of Captec Franchise Capital Partners L.P. IV
By:	/s/ Patrick L. Beach Patrick L. Beach President
Date:	February 18, 2005

Exhibit Index

99.   Agreement of Sale between Gibraltar 1031 Restaurants, LLC and Captec Franchise Capital Partners L.P. IV, dated February 15, 2005.